Southern Union Company (NYSE:SUG) and Energy Transfer Equity, L.P. (NYSE:ETE) today confirmed that the election deadline for Southern Union stockholders to make merger consideration elections is 5:00 p.m., Eastern Time, on March 19, 2012. All of the documents necessary for Southern Union stockholders to make a merger consideration election in connection with the merger transaction were mailed on February 17, 2012, to Southern Union stockholders of record as of February 10, 2012. Subject to the satisfaction of customary closing conditions, the parties currently expect the transaction to close on or before March 30, 2012. Given the anticipated closing date, Southern Union does not intend to declare a first quarter dividend.
As previously announced, under the terms of the Second Amended and Restated Agreement and Plan of Merger, dated as of July 19, 2011, as amended, among Southern Union, ETE and Sigma Acquisition Corporation, a wholly-owned subsidiary of ETE, Southern Union stockholders can elect to exchange each outstanding share of Southern Union common stock for $44.25 of cash or 1.00x ETE common unit, with no more than 60% of the aggregate merger consideration payable in cash and no more than 50% payable in ETE common units. Elections in excess of either the cash or common unit limits will be subject to proration.
To make an election, Southern Union stockholders must deliver prior to the election deadline to Computershare Trust Company, N.A., the exchange agent for the merger, the following: (i) properly completed election forms; and (ii) letters of transmittal, together with either (a) their stock certificates or confirmation of book-entry transfer, as applicable, or (b) properly completed notices of guaranteed delivery. An election for ETE common units will be deemed to have been made with respect to any Southern Union shares for which no effective election has been made by the election deadline. After Southern Union stockholders have submitted their election forms and letters of transmittal to the exchange agent, the shares of Southern Union common stock subject to such election may not be traded, unless the previous elections are properly revoked prior to the election deadline. Up-to-date information regarding the election deadline may be obtained by calling Innisfree M&A Incorporated (“Innisfree”), the information agent for the merger transaction, at (877) 825-8906 (toll-free) or (212) 750-5833 (collect).
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